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3. TERM <br />This Agreement shall commence on the date first written above and terminate on , <br />unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be <br />extended for one 2-year period upon a writing executed by the City Manager and City Attorney. <br />4. PREVAILING WAGES <br />Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and <br />1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing <br />Wage Laws"), which require the payment of prevailing wage rates and the performance of other <br />requirements on "public works" and "maintenance" projects. If the services being performed are part <br />of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, <br />and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing <br />Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, <br />employees and agents free and harmless from any claim or liability arising out of any failure or alleged <br />failure to comply with the Prevailing Wage Laws. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City. This Agreement is not intended nor shall it be construed <br />to create an employer -employee relationship, a joint venture relationship, or to allow the City to <br />exercise discretion or control over the professional manner in which Consultant performs the services <br />which are the subject matter of this Agreement; however, the services to be provided by Consultant <br />shall be provided in a manner consistent with all applicable standards and regulations governing such <br />services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment <br />insurance and similar taxes relating to employees and shall be responsible for all applicable <br />withholding taxes. <br />6. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, <br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically <br />or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by <br />Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants <br />to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & <br />Data the subconsultant prepares under this Agreement. Consultant represents and warrants that <br />Consultant has the legal right to license any and all Documents & Data. Consultant makes no such <br />representation and warranty in regard to Documents & Data which were provided to Consultant by the <br />City. City shall not be limited in any way in its use of the Documents and Data at any time, provided <br />that any such use not within the purposes intended by this Agreement shall be at City's sole risk. <br />City of Santa Ana RFP 23-028 Page A2-2 <br />